Agmt10 R.C. Peninsula Park, LLC (2)

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have been identified for payment purposes only, and that the City shall not accept a Facility of which a Discrete Component is a part until the entire Facility has been completed to the satisfaction of the City. The City acknowledges that the Discrete Components do not have to be accepted by the City as a condition precedent to the payment of the Purchase Price therefor, but any such payment shall not be made until the Discrete Component has been completed in accordance with the Plans therefor, as determined by the City Engineer. In any event, the City shall not be obligated to pay the Purchase Price for any Facility or Discrete Component except from the moneys in the Improvement Fund. Section 5.03. Payment Requests. In order to receive the Purchase Price for a completed Facility or Discrete Component, inspection thereof under Section 5.01 shall have been made and the Developer shall deliver to the City Engineer: (i) a Payment Request in the form of Exhibit C- 2 hereto (or such other form as the City and the Developer may agree to use) for such Facility or Discrete Component, together with all attachments and exhibits required by Exhibit C and this Section 5.03 to be included therewith (including, but not limited to Attachments 1 and 2 to Exhibit C), and (ii) if payment is requested for a completed Facility, (a) if the property on which the Facility is located is not owned by the City at the time of the request, a copy of the recorded documents conveying to the City Acceptable Title to the real property on, in or over which such Facility is located, as described in Section 6.01 hereof, (b) a copy of the recorded notice of completion of such Facility (if applicable), (c) to the extent paid for with the proceeds of the Bonds , an assignment to the CFD in a form to be agreed by the parties of any reimbursements that may be payable with respect to the Facility, such as public or private utility reimbursements, and (d) an assignment of the warranties and guaranties for such Facility, as described in Section 6.05 hereof, in a form acceptable to the City. Section 5.04. Processing Payment Requests. Upon receipt of a Payment Request (and all accompanying documentation), the City Engineer shall conduct a review in order to confirm that such request is complete, that such Discrete Component or Facility identified therein was constructed in strict accordance with the Plans therefor, and to verify and approve the Actual Cost of such Discrete Component or Facility, specified in such Payment Request. The City Engineer shall also conduct such review as is required in his discretion to confirm the matters certified in the Payment Request. The Developer agrees to cooperate with the City Engineer in conducting each such review and to provide the City Engineer with such additional information and documentation as is reasonably necessary for the City Engineer to conclude each such review. Within ten (10) business days of receipt of any Payment Request, the City Engineer expects to review the request for completeness and notify the Developer whether such Payment Request is complete, and, if not, what additional documentation must be provided. If such Payment Request is complete, the City Engineer expects to provide a written approval or denial (specifying the reason for any denial) of the request within 30 days of its submittal. If a Payment Request seeking reimbursement for more than one Facility or Discrete Component is denied, the City Engineer shall state whether the Payment Request is nevertheless approved and complete for any one or more Facilities or Discrete Components and any such Facilities or Discrete Components shall be processed for payment under Section 5.05 notwithstanding such partial denial. In the event that a Payment Request is denied, the Developer shall have the right to re- submit the Payment Request and it will be reconsidered in the same manner as provided herein. In the event that a Payment Request is wrongfully denied, the Developer may appeal the denial to the City's city manager and may pursue other remedies provided for herein. -14-